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                                                                    EXHIBIT 10.8

                                SCHEDULE 4(a)(II)
                         SUB-TENANT ESTOPPEL CERTIFICATE

                                                                January 20, 1999

Taxter Park Associates
130 Liberty Street
New York, NY  10006

     Premises: Second Floor, 565 Taxter Road, Elmsford, NY (the "Property").

         The undersigned, as sub-tenant under that certain sublease dated
December 5, 1994 (the "Sublease"), made with KLM Royal Dutch Airlines, as
sub-landlord ("Sub-landlord"), does hereby certify to the best of the
sub-tenant's knowledge and belief to Taxter Park Associates and its assigns and
successors (the "Purchaser") and to any lender or mortgagee of Purchaser with
respect to Purchaser's acquisition of the property of which the Demised Premises
(as hereinafter defined) form a part:

         1.       That the premises leased by Sub-tenant (the "Demised
                  Premises") pursuant to the Lease are described as:

                  7800 square feet on the 2nd floor, at the Property;

         2.       That the Lease has not been modified, changed, altered or
                  amended in any respect, except as set forth below, and is the
                  only Lease or agreement between the undersigned and the
                  Sub-landlord affecting the Demised Premises. A true and
                  complete copy of the Lease, together with any and all
                  modifications, amendments and/or assignments thereto, are
                  annexed hereto as Exhibit A. There are no subleases or other
                  agreements with respect to the occupancy of the Demised
                  Premises, or any portion thereof;

         3.       That the full name and current mailing address for Sub-tenant,
                  and the address for all notices to tenant, are set forth
                  below:

         4.       That the Demised Premises have been completed in accordance
                  with the terms of the Lease, that Sub-tenant has accepted
                  possession of the Demised Premises and that tenant now
                  occupies the same, and is open for business. All improvements,
                  alterations or additions to be constructed on the Demised
                  Premises by Sub-landlord pursuant to the Lease have been
                  completed and accepted by Sub-tenant and any other item of an
                  executory nature has been completed under the terms of the
                  Lease. All contributions required from Sub-landlord for
                  improvements to the Demised Premises have been paid in full to
                  Sub-tenant;

         5.       That the original Sublease term began on December 5, 1994 and
                  will expire on December 31, 1999; that Sub-tenant pays rent on
                  a current basis and rent has been paid through January 1999;
                  that no rent has been paid by Sub-tenant for more than one
                  month in advance; that the rent payable under the Lease is the
                  amount of 
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                  fixed rent provided thereunder, which is annual fixed rent
                  payable to Sub-landlord per year of $137,018.00; that as of
                  the date hereof, additional rent of $1,462.50 is payable to
                  Sub-landlord on account of utility costs, real estate taxes
                  and operating expenses; that the base amount for such
                  additional rent is $ 0 ; that there is no claim or basis for
                  an adjustment thereto; and that the amounts of fixed and
                  additional rent are being paid on a current basis;

         6.       That Sub-tenant has not given the Sub-landlord any notice of
                  any claim arising under the Lease nor any notice of a default
                  on the part of the Sub-landlord under the Lease which has not
                  been cured. There are no defaults by Sub-landlord (to the best
                  of Sub-tenant's knowledge) under the Lease as of the date
                  hereof. As of the date hereof, the undersigned is entitled to
                  no credit, no free rent and no offset, counterclaim or
                  deduction in rent;

         7.       That the Lease is not in default and is now in full force and
                  effect and has not been amended, modified or assigned, and the
                  Lease is the only agreement between Sub-landlord and the
                  undersigned regarding the Demised Premises;

         8.       That Sub-tenant has paid to Sub-landlord a security deposit of
                  $ 0 , and Sub-tenant has no knowledge of any claim made by
                  Sub-landlord against the security deposit;

         9.       That Sub-tenant has no options(s) to renew the Sublease for a
                  period of --- years upon the terms set forth in the Sublease,
                  and that none of such options have been exercised except ---.

         10.      That Sub-tenant has no (i) option to expand into additional
                  space in the Property, (ii) right of first refusal of any
                  space in the Property; or (iii) option to acquire all or any
                  part of the property in which the Demised Premises are
                  located;

         11.      Except as set forth on Exhibit B, Sub-tenant does not use,
                  store, manufacture, generate, handle or dispose of at the
                  Property, any chemical, element or compound which is
                  identified or classified as a regulated substance, toxic
                  substance, hazardous substance, hazardous waste, pollution,
                  pollutant, toxic pollutant, contaminant, solid waste or
                  special waste ("Hazardous Materials") under any law,
                  ordinance, rule, regulation, order, directive or requirement
                  of any governmental authority ("Laws"), other than small
                  quantities of household cleaning and office supplies. To the
                  extent Hazardous Materials are set forth on Exhibit B, each of
                  such Hazardous Materials is used, stored, manufactured,
                  generated, handled and disposed of in accordance with Laws.

Dated January 20, 1999                               SUB-TENANT:
                                                     Cityscape Corp.

                                                     By: /s/ Peter S. Kucma
                                                         -----------------------
                                                     Name:  Peter S. Kucma
                                                     Title:    President